OVB Holding AG: Corporate Governance

Corporate Governance

Our commitment to value-oriented corporate management

The Executive Board and the Supervisory Board of OVB Holding AG are strongly committed to company management geared towards adding value. We welcome and stand by the standards created by virtue of the German Corporate Governance Code ("GCGC") relating to the management and supervision of listed companies. These standards enhance the transparency and efficiency of company management and instil confidence in international and national investors, clients, financial advisors and employees, and the general public.

The Executive Board and the Supervisory Board alike, ensure that OVB monitors its own Corporate Governance structures throughout the group on a regular basis, developing and refining them continually.

For general information concerning the Corporate Governance Code please visit the website of the Government Commission on the German Corporate Governance Code (www.corporate-governance-code.de).

Corporate Governance im Überblick

Audit Committee

The Audit Committee was set up effective as of December 8, 2006. Apart from monitoring the financial accounting process, the Audit Committee concerned itself primarily with the effectiveness of the internal control system, the risk management system and the internal auditing system, the audit of financial statements and the compliance management system. Since 2009 the interim financial reports will be discussed with the Management Board by the Audit Committee prior to publication.

Members

Dr. Thomas A. Lange (Chairman)
Michael Johnigk
Maximilian Beck
Markus Jost

Nomination and Remuneration Committee

The Nomination and Remuneration was set up effective as of July 8, 2010. with the purpose of suggesting suitable candidates for the Supervisory Board’s election proposals to the Annual General Meeting and dealing with the composition of the Executive Board and questions of its members’ remuneration.

Members

Markus Jost (Chairman)
Michael Johnigk

Statements on Corporate Governance

Declaration of Conformity

Articles of Association

Managers’ transactions*

Obligations of notification and public disclosure of managers’ transactions in financial instruments according to Section 19 para. 1 of Regulation (EU) No. 596/2014 on Market Abuse (MAR)

The members of the Board of Executive Directors and Supervisory Board of OVB Holding AG, as well as persons closely associated with them, shall notify OVB Holding AG and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) of transactions in financial instruments of OVB Holding AG (such as shares or bonds).

The obligation to notify starts as of the date when the aggregate transactions volume within a calendar year reaches the threshold of €5,000. There is no obligation to notify transactions undertaken before the crossing of the threshold. The aggregate transactions volume is calculated separately for each person subject to the obligation of notification.

Relevant transactions have to be notified within three (3) business days of the transaction.

Closed periods: 30 calendar days before public disclosure of a quarterly report on the first or third quarter, half-year financial report or annual report of OVB Holding AG.

^{* until 3 July 2016: Direcors' Dealings pursuant to § 15a WpHG (German Securities Trading Act)}

Date of transaction	Name/reason for the disclosure requirement/ position	Type of the transaction (purchase/sale)/description of the financial instrument and ISIN/place (stock exchange)	Number of items/ price per item/ currency/total amount traded
02/12/2009	Jürgen Kotulla Chief Executive Manager	sale OVB common share DE0006286560 Frankfurt (Xetra)	15,000 Euro 43.00 Euro 645,000.00
02/13/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	5,000 Euro 46.80 Euro 234,000.00
02/16/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	5,000 Euro 47.00 Euro 235,000.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	2,000 Euro 46.00 Euro 92,000.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	5,000 Euro 45.50 Euro 227,500.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	295 Euro 45.40 Euro 13,393.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	1,000 Euro 45.60 Euro 45,600.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	1,933 Euro 45.1 Euro 88,164.13
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	190 Euro 45.77 Euro 8,696.30
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	1,000 Euro 45.85 Euro 45,850.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	80 Euro 45.90 Euro 3,672.00
02/16/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	502 Euro 45.30 Euro 22,740.60
05/14/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 39.70 Euro 19,850.00
05/15/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 39.50 Euro 19,750.00
05/15/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 39.70 Euro 19,850.00
05/182009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 39.70 Euro 19,850.00
05/18/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 39.90 Euro 19,950.00
05/18/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	1,500 Euro 40.00 Euro 60,000.00
05/19/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	500 Euro 40.10 Euro 20,050.00
05/19/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	14,000 Euro 40.00 Euro 560,000.00
05/20/2009	Michael Frahnert Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	3,000 Euro 40.00 Euro 120,000.00
05/28/2009	Oskar Heitz Executive Board	sale OVB common share DE0006286560 Frankfurt (Xetra)	290 Euro 39.00 Euro 11,310.00

Corporate Governance

Our commitment to value-oriented corporate management

Corporate Governance im Überblick

Audit Committee

Members

Nomination and Remuneration Committee

Members

Statements on Corporate Governance

Declaration of Conformity

Articles of Association

Managers’ transactions*

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